From the draft minutes of the 18-Sept-2018 Gunbarrel Green HOA Board meeting, publicly posted at gunbarrelgreen.com:
New Business – The HOA would like to hire Melissa Garcia, an attorney with the firm HindmanSanchez, to review and offer changes to our outdated Articles of Incorporation and Bylaws. Copies have been sent to her along with the proposed revisions suggested by our Articles of Incorporation and Bylaws Committee. Melissa reported that the Gunbarrel Green HOA is not bound by the CCIOA (Colorado Common Interest Owners Act) as we do not own any common property together, etc.. HindmanSanchez specializes in HOA matters. This firm was chosen after interviewing several candidates.
Motion by Sandi, second by Jenn. Motion passed.
We would like to ask Melissa to attend our annual HOA meeting on October 2.
Motion by Gina, second by Sandi. Motion passed.
This looks to be the fourth recent attempt to change the Bylaws and Articles of Incorporation. The first, in Sept. 2017, was a set of revisions sent out for a vote. Criticisms from me and, I assume, others, caused that vote to be canceled. The second was a draft from a committee formed after the Oct. 2017 HOA Annual Meeting, which was sent out in May 2018. More criticisms resulted in a cancellation of the June meeting and July vote that were supposed to follow. We’re just learning now that this secretive committee has come up with another draft, which the general HOA membership hasn’t seen, and now this attorney has been hired to produce draft four.
Note from the Board meeting minutes that the decision to hire this attorney has already been made, with no input from the HOA membership. Perhaps details of the current Bylaws and Articles draft will be revealed at the Annual meeting a week from tomorrow (Oct. 2), and perhaps the hiring of this attorney will be discussed. But neither are on the agenda, so I doubt it, unless enough members force the discussion to take place. At any rate, the decision to hire her has already been made, by the Board, acting alone and in isolation.
PLEASE ATTEND THE ANNUAL MEETING!
Here are the questions I’d like to ask, and will ask if I’m allowed to:
1. What instructions has the attorney been given? That is, is she just supposed to look for bloopers, or might she rewrite the documents from scratch, or something in-between?
2. How much will she be paid? Is there a cap? Could she take maybe $5,000? 10? 20? (The Board has had runaway costs before, such as the $7,000+ spent on a now-discarded website.)
3. What was done about the most egregious new proposal in the second draft (see above), which allowed the Board to assess a fee against any HOA member of any amount for any reason?
4. Why does the committee work in secret? Wouldn’t it be better to share their works-in-progress so that they can get feedback from the voting members?
5. What exactly in the existing Bylaws and Articles needs to be fixed, and why couldn’t we just propose some simple amendments to fix those problems?
My own view of how things ought to be done, which I’ve expressed before, including directly to the Board, is that changes to the Bylaws and Articles should be divided into two groups:
1. Cleanups, clarifications, and wording simplifications.
2. Changes in governance (e.g., new fee, changes to voting on dues).
Items in the group 2 should be discussed and voted on informally by the members (straw poll), so that work to draft language isn’t wasted on something that the membership doesn’t actually want. Otherwise, much time and money will be spent on work that will be discarded if the final vote — 60% of the HOA membership — fails.
Based on recent experience, there’s a pretty good chance that whatever is paid to this attorney, whether it’s $200 or $20,000, will be entirely wasted.
Again, PLEASE ATTEND the Annual Meeting on Oct. 2! Details are at gunbarrelgreen.com.